As much as young actor Haley Joel Osment responded to the material, he was equally attracted to the chance of working with Spacey and Hunt. "I love watching them do scenes," Osment says. "I've learned so much just watching them."Since the relationship between Eugene, Arlene and Trevor was the key to making the film work, director Leder was inspired by how Osment held his own with the two Oscar-winning stars. "Haley went toe-to-toe with Helen and Kevin and challenged them both," says Leder. "He's a truly amazing and very, very honest actor with a knowledge and maturity far greater than his years. He brought tremendous dignity and honesty to the character of Trevor. He thinks and feels every word he speaks."

Rock star and actor Jon Bon Jovi ("U-571")jumped at the opportunity to join the cast of "Pay It Forward" as Ricky, Trevor's deadbeat dad. "I was willing to fight for the role and to be in the company of Kevin, Helen and Haley, let alone Angie Dickinson and everyone else," he says. "Just to be part of this film, with this caliber of actor, was an amazing experience for me."

Similarly, Jay Mohr muses, "the script was just great. I originally read for the part of the homeless guy Trevor brings off the street [played in the film by Jim Caviezel]. But a couple of days later, Mimi called and asked WI was interested in another role. I was thrilled anyway, because the part I got has more lines. But, honestly, there really isn't a bad role in this film."

Angie Dickinson, legendary star of countless film classics and the landmark series "Police Woman," felt liberated by the opportunity to play the disheveled, alcoholic street person, Grace. "It has taken me this long to get to play a really non-glamorous character," says Dickinson. "I've tried for roles that were a bit non-Angie-ish before, but I didn't get them. Shirley
MacLaine, Faye Dunaway or Jane Fonda would get them. But I'm older now and ripe, so I can do anything. It's fun. It's a shocker."

As much as Dickinson craved a rich character part, she found herself somewhat hesitant at first. "I was apprehensive about the role because it required me to look god- awful," Dickinson confesses. "I was telling my friend Gregory Peck about it and he was ashamed of me for thinking I might not want to do it. He really helped me to feel that it would be okay to just look as awful and true to the character as possible. He was right:

This role is a great jumping off point for me to be able to play all the good dramatic roles that my glamour-puss image has worked against."

"I made her read two times for it," says Leder. "I should be shot. I know she thinks it's because I wanted to see what she looked like, but it was because this was such a different role from anything she'd ever done. Or anything I've ever seen her in."

According to Leder, Dickinson more than delivered. "She dug deep," says the director. "She is real and honest, just fantastic. Everyone on this set is in love with Angie Dickinson."

When the time came to determine a location for the film, Leder decided to take the film to Las Vegas. "Las Vegas was perfect in many ways," says Leder. "The script immediately said desert to me with several of these characters, especially Helen Hunt's, on the edge, barely holding on to their world. When we scouted, Las Vegas offered every contrast you could imagine between the haves and have-nots, between the harsh reality of our characters' world and the fantasy oasis of a perfect life."

Leder took full advantage of the Las Vegas backdrop, frequently designing shots to accentuate the contrasts. When the design team created a homeless camp on the outskirts of the city near Mandalay Bay Road, where Trevor (Osment) meets Jerry (Caviezel), Leder shot